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Contract 29609
_........ ....................................... 03-03-0 4 PO I '57 R C VD CITY,CONTRACT NO. U'l SECRETARY -no, CITY OF FORT WORTH Co ILITY LICENSE AGREEMENT (WATER.TOWER) This COMMUNICATIONS FACILITY LICENSE AGREEMENT("Agreement") is made and entered into by and between the C OF FORT WORTH(the "City"), a home rule municipal corporation organized under the laws of the State of Texas, acting by and through Marc Ott, its duly authorized Assistant City Manager, and VOICLSTREAM GSM I OPERATING CO A.NY� LLC, a Delaware Limited Liability Company ("Licensee"). Recitals The following statements are true and correct and form the basis of this Agreement: A.. The City owns a water tower known as the Eastwood Elevated Tank("Tower") which is located on a parcel of improved land owned in fee simple by the City ("Owned Premises") located at 4256 Strong Street,Fort worth, Texas. The City owns and operates, among other things, certain communications facilities on the Tower. C, Licensee wishes to use a portion of the owned Premises and space on the Tower as described in this Agreement in order to enable Licensee to erect, operate and maintain certain communications equipment of Licensee, and the City is willing to allow such use on the terms and conditions set forth in this Agreement. Agreement NOW 9 BEFORE, in consideration of the benefits, promises and mutual covenants contained herein, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by both the City and Licensee, the City and Licensee agree as follows 1, PREMISES. In accordance with the terms and conditions set forth in this Agreement, the City hereby grants to Licensee the use of the following portions of the owned Premises.- 1.1. Space on the Tower for Licensee's directional or om i. antennae, connecting cables and related appurtenances (".Antennae Facilities") as authorized in writing by the City's water Department Director or designated representative("Director"); and water Tower CFLA between City of Fort worth and T Mobi e USA,Inc.(Eastwood.Tourer) Page I } 1.2. Space on the Owned Premises for Licensee's equipment shelter ("Equipment Shelter"), power and any necessary utilities, as authorized in writing by the Director. All portions of the Owned Premises that are used by Licensee under this Agreement shall hereinafter be referred to as the "Premises". References in this Agreement to the Owned Premises shall be construed to include the Tower and the Premises. ... 2. TERM, 2.1 a Initial Terns Unless terminated earlier as provided in this Agreement, the initial terns of this Agreement shall be five (5) years, commencing on the date of execution ("Effective Date") and expiring at 11:59 P.M. on the fifth anniversary of the Effective Date ("Initial 'T'erm"). 2.2. Renewal Terms. Unless the City or Licensee exercises a termination right as provided in this Agreement prior to the expiration of the Initial Terra, and provided that the City, in its sole discretion, wishes to grant Licensee the right to use the Premises at the time, the City shall give Licensee two (2) consecutive rights of first opportunity to renew this Agreement on terms and conditions and at a License Fee or other compensation prescribed by the City at the tune, for two (2) additional consecutive terms of five (5) years each (each a `Renewal Terms."). In order to have this priority, Licensee shall provide the City with written notice of its desire to continue to use the Premises not less than ninety (90) days and not more than one hundred twenty (120) days prior to the expiration of the term then in effect. If Licensee fails to renew this Agreement in accordance with these procedures for the first Renewal Term following the Initial Term., or if this Agreement is terminated during the first Renewal Term, Licensee shall simultaneously forgo its right of opportunity to renew this Agreement for a second Renewal Term. 3, LICENSE FEE. 3.1. License Fee for Premises. On or before the Effective Date of this Agreement Licensee shall pay the City an annual license fee ("License Fee") for use of the Premises between the Effective Date and September 30, 2004 in the amount Twenty-seven Thousand Twelve Dollars ($27,012)for the first antenna placed on the Premises and Two Thousand Seven Hundred. One Dollars ($2,701) for each subsequent antenna that the City allows Licensee to place or install on the Premises, which License Fee shall be prorated in accordance with the number of days remaining until September 30, 2004. Thereafter, this License Fee shall Water Tower CFLA between City of Fort word and T.Mobile`LISA,Inc.(Eastwood Tower) Page 2 l I be adjusted in accordance with Section 3.2. If Licensee's Antennae Facilities consist of an array or interconnection of antennae, the City shall determine, in the City's sole discretion and judgment and consistent with the City's previous decisions in similar situations (if any), whether such Antennae Facilities consist of one antenna or more than one antenna. In addition, if Licensee wishes to attach any additional Antennae Facilities to the existing Antennae Facilities, the City shall determine, in the City's sole discretion and judgment and consistent with the City's previous decisions in similar situations (if any), whether such additional Antennae Facilities constitute the placement or installation of an additional antenna or antennas on the Premises. Nothing in this Agreement shall grant Licensee the right to place or install additional facilities or equipment on the Premises without the City's advance written consent. 3.2. Adjustments to License Pee. During the Initial Terns and any Renewal Term (unless the City has specified a different License Fee and adjustment schedule for a Renewal Terra in accordance with Section 2.2 of this Agreement) the License Fee shall increase on October 1st of each year, beginning October 1, 2004, by three percent (3%) over the previous years License Fee. 3.3. Due Dates. The due dates for payment of License Fees under this Agreement are established in accordance with the City's fiscal year, which begins on October 1 st of a given year and ends September 30th of the following year ("Fiscal Peri i f 4 I that are necessary because of Licensee's use of the Premises if Licensee fails to do so within written notice from. the City. If the City terminates this Agreement for thirty (30) days of wr y y nonpayment of a License Fee or any� other breach or default as provided hereunder, Licensee 1 J understands and agrees that t shall forfeit the entire Deposit. otherwise, the City will refund to Licensee an y unused portion of the Deposit within thirty (30) days following the date that Licensee vacates the Premises. 5. USE OF PREIVIISES0 Licensee may use the Premises, in accordance with the provisions and conditions of this Agreement and good engineering practices, solely for the installation, operation and maintenance of its Antennae Facilities; for the transmission, reception and operation of a communications system and uses incidental thereto; and for the storage of related equipment. Licensee hereby y a agrees that its use of the Premises shall not interfere with the use of the Tower, the Owned • Premises, related facilities or other equipment of the City or other licensees, tenants and users as such use exists as of the date of execution of this Agreement. Licensee acknowledges that this Agreement does not convey to Licensee or successors in interest any exclusive rights 6, INSTALLATION OF EQUIPMENT4 EQUIPMENT CONSTRUCTION AND EUPROVEMIENTS. 6.1. In General. Licensee may not make any modification, renovation or improvement to or engage in any other construction activity (collectively "Improvement") on the Premises or Owned Premises unless the City provides advance written consent to Licensee. In order to obtain such consent Licensee shall submit a written request to the City, which hall include all plans and estimates for the costs of the proposed Improvement, to the s p p Director. All plans, specifications and required work far the proposed Improvement must p conform to and be in accordance with all applicable and then-current federal, state and local laws ordinances rules and regulations. If Licensee intends to employ or engage a contractor or other third party to perform any work on the proposed improvement, Licensee shall supply the City with the name of such party and must obtain the City's advance written approval before it authorizes such party to work on the Premises or Owned Premises. 6.2. Documents. Licensee shall supply the Director with as-built drawings of the Antennae Facilities and any other improvements within thirty (30) calendar days following their installation on the Premises. These as-built drawings shall show the actual locations of all equipment and improvements. Licensee shall also provide the City with a complete and detailed inventory of all Antennae Facilities, equipment and personal property that it intends to place on the Premises. Water Tower CFLA between City of Fort worth and T Mobile USA,Inc.(Eastwood Tower) Page 4 3 i f i 63. Eguipment Upgrade. Licensee may update or replace the Antennae Facilities from time to time with the prior written approval of the City, which approval shall not unreasonably be withheld or delayed, provided that (i) the replacement facilities are not greater in number or materially greater in size than the existing Antennae Facilities; (ii) that the installation of such facilities does not structurally impact the Tower any more than the existing Antennae Facilities; and (iii) that the City has provided advance written consent to any change in the location of such facilities on the Tower. If any update or replacement of the Antennae Facilities results in the placement of an additional antenna or antennas on the Premises, as determined by the City in its sole discretion and judgment and consistent with the City's previous decisions in similar situations (if any), the License Fee shall be increased pursuant to and in accordance with Section 3.1 of this Agreement as of the date such additional antennas are placed on the Premises. 604. Bonds lie uired of Licensee and Licenseel)s Contractors, In the event that Licensee or a contractor of Licensee wishes to undertake any Improvement on the Premises, other than the mere installation of equipment that is not built into or in any other manner axed to or incorporated into the Tower, Licensee and Licensee's contractor, if any, shall obtain payment and performance bonds in accordance with the Texas Government Code, Chapter 2253, as amended, in a form approved in writing and in advance by the City ("Bonds"). Licensee's Bonds shall guarantee (i) satisfactory completion of the proposed Improvement; (ii) compliance by Licensee with all requirements, terms and conditions of this Agreement during the Improvement project; and (iii) full payments to all persons, firms, corporations or other entities with whom Licensee has a direct relationship relating to the Improvement project. If Licensee uses a contractor to work on the Improvement, the contractor's Bonds shall guarantee (i) the faithful performance and completion of all work on the Improvement covered by the contract between Licensee and its contractor in accordance with the plans and specifications approved by the City and (ii) full payments for all wages for labor and services and of all bills for materials, supplies and equipment used in the performance of that contract. The contractor's Bonds shall name both the City and Licensee as dual obligees. Licensee's contractor shall execute and deliver its Bonds to Licensee. Licensee shall provide the Director with copies of all Bonds prior to the commencement of work on the proposed Improvement. 7, UTILITIEE S. Licensee, at Licensee's sole cost and expense, shall separately meter and pay for all w w • • ■ ■ w w w ■ , ■ utilities used in connection with the Antennae Fatalities and Licensees operations on the Premises. Water Tower CFLA between City of Fort worth and T Mobile USA,Inc.CEastwood Tower) Page 5 l 8, MAINTENANCE AND REPAIRS 8.1. Painting--of Antennae Fac sties by Licensee. Licensee, at its sole cost and expense, shall at all times keep its Antennae Facilities painted as specified in writing by the City. 8.2. :maintenance and BeRairs b Licensee. Licensee, at its sole cost and expense, shall maintain, repair and secure its Antennae Facilities, equipment and personal property on or attached to the premises in a safe condition, in good repair and in a manner suitable to the City and that does not conflict with the use of the Tower by the City or other licensees, users or tenants as such use existed on the date of execution of this Agreement. Licensee shall keep the Premises free of debris and anything of a dangerous, noxious or offensive nature or which would create a hazard or undue vibration, heat, noise or interference. 8.3. Inspection. The City may examine the Antennae Facilities and inspect the Premises for any reason deemed necessary by the City, including, but not limited to, purposes of safety and ensurance that Licensee is in compliance with the conditions and provisions of this Agreement. If Licensee is responsible under this Agreement for any maintenance or repairs, the City shall notify Licensee in writing and Licensee shall undertake such maintenance or repairs at its own cost and expense and i 1 laws, ordinances, rules and regulations. If the City incurs any additional costs associated with its maintenance of the Tower as a result of Licensee's Facilities or operations on the Tower, including, but not limited to, protection of the Facilities during the City's painting of and/or making repairs to the Tower, Licensee shall fully reimburse the City for such costs within thirty (30) calendar days following the receipt of an invoice for such from the City. The City, its officers, agents, servants, employees, contractors aandlor subcontractors shall not be liable or in any way responsiblefor the maintenance of or damage to the Antennae Facilities or for any disruption to .licensee's operations or business, including lost profits, that may occur while the Tower is covered with shrouds for the purpose of painting or other routine maintenance 9. ACCESS TO PRENUSES. 9.1. „�,„ Licensee. Subject to Section 9.2, Licensee shall have access to the Premises twenty-four (24) hours per day, seven (7) days per week; provided, however, that, except in an emergency, Licensee shall provide the City with at least twenty-four (24) hours' written notice of Licensee's desire for access to the premises. In addition, except in an emergency, Licensee shall obtain the City's advance written consent at least twenty-four (24) hours before Licensee allows on the Premises or other portion of the owned Premises any third party, including contractors or subcontractors whom Licensee is using or intends to use to install, operate or maintain the Antennae Facilities and Equipment Shelter or to perform any modification, renovation, improvement or construction on the Premises. 992. of Escort and Reimhursemen.t of of Ex enses. Licensee and its contractors and subcontractors shall be accompanied by City personnel designated by the Director at all times that Licensee or a contractor or subcontractor of Licensee is on the owned Premises or Premises. Failure to abide by this requirement shall constitute a material breach of this Agreement by Licensee. Licensee shall be responsible for reimbursing the City for the time spent by City personnel in accompanying Licensee or a contractor or subcontractor of Licensee at the rate of Fifty Dollars ($50.00) per hour. Licensee will pay such reimbursement to the City in full within thirty(30) days following receipt of an invoice for such from the City. 10. INTERFERENCE. i 10.1. Interference with the 011's Operations Prohibited. Licensee covenants and agrees that its Antennae Facilities and its operations on the premises shall not damage or interfere in an way with the City's operations on the g Y Y Y p Tower or Owned premises. Licensee agrees to cease any action on its part which f water Tower CFLA between City of Fort Worth and T Mobile USA,Inc.(Fanwood Tower) Page 7 f interferes with the City's use of the Tower or the Owned Premises as such use existed on the date of execution of this Agreement immediately upon actual notice of such interference. In such an event, either party may terminate this Agreement following thirty (30) days' written notice to the other party; provided, however, that if such interference is material and, in the City's sole and reasonable opinion, poses any threat to the public safety or welfare, the City may terminate this Agreement immediately upon provision of written notice to Licensee. In the event of such termination, the City shall refund to Licensee an amount equal to the License Fee paid for the then current Fiscal Period times a fraction, the numerator of which is the number of days remaining in such Fiscal Period, and the denominator of which is 365 (the "Refund Amounf'). 10.2. .Interference with Certain Other Operations Prohibited. Licensee covenants and agrees that its Antennae Facilities and its operations on the Premises shall not damage or interfere in any way with the Tower operations of a licensee, user or other tenant whose communication facilities on the Tower existed prior to the installation of Licensee's Antennae Facilities. If Licensee's operations on the Premises cause such interference, Licensee shall undertake all measures reasonably necessary to correct and eliminate the interference. If the interference cannot be eliminated within a reasonable amount of time, not to exceed thirty (30) calendar days, Licensee shall immediately cease any action on its part that interferes with the respective licensee, user or tenant's use of the Tower or the Owned Premises. In such an event, the City or Licensee may terminate this Agreement upon thirty (30) calendar days' written notice to the other party. In the event of such termination, the City shall refund to Licensee the Refund Amount. 10.3. Interference and Engineering-Studies. Prior to the approval of the placement of Licensee's Antennae Facilities or any Improvement on the Tower, the City may require (i) an interference study by the City or a third party contractor acceptable to the City in order to determine whether the Antennae Facilities, any Improvement requested by Licensee and/or any of Licensee's intended operations on the Tower will interfere with any existing communications facilities or the City's operations on the Tower and/or (ii) an engineering study by the City or a third party contractor acceptable to the City in order to determine whether the Tower is able to support structurally Licensee's Antennae Facilities and/or Improvements. Licensee shall pay for any interference or engineering study and all associated costs at Licensee's sole cost and expense. If the City or a third party contractor of the City undertakes any interference or engineering study, the City will provide (i) written notice to Licensee of its intent to undertake such study and the estimated cost of such study prior to the performance thereof and (ii) a written copy of such study to Licensee. If a third party contractor of Licensee undertakes any interference or engineering study, Licensee shall require such contractor to provide to the Director a (i)written copy of such study and (ii) after installation of Licensee's Antennae Facilities or any Improvement on the Tower, a written report, signed by the contractor, stating that the contractor has inspected the Antennae Facilities or Improvements and that the comply with all applicable and then Water Tower CFLA between City of Fart Worth and T Nlab e CTSA,Inc.0Eastwood Tower) Page S i ..._................... current federal, state and local laws, ordinances, rules and regulations as well as any specific requirements established by the Director as a condition of the City's approval of such installation. In no way shall the performance of any interference or engineering study or the results therefrom in any way affect the application of Sections 10.1 and 10.2. If such studies indicate that interference or structural issues will arise as a result of the installation of Licensee's Antennae Facilities or any Improvement on the Tower, then Licensee shall have the right to terminate this Agreement upon the provision of written notice to the City. In the event of such termination, the City shall refund to Licensee the Refund Amount. 10.4. Interference with Licensee's 01D ratiOn5. The City does not guarantee to Licensee subsequent noninterference with Licensee's operations on the Premises. However, following the Effective (Date of this Agreement, for any request the City receives from a third party, other than a governmental unit, office or agency, to use or lease space on the Tower and/or owned Premises, the City shall submit to Licensee such third party's proposal, complete with all technical specifications reasonably requested in writing by Licensee, for Licensee's review; provided, however, that the City shall not be required to provide Licensee with any specifications or information claimed to be of a proprietary nature by such third per". Licensee shall have ten (10) calendar days following receipt of such third party's proposal to male any reasonable objections thereto. If the City verifies and agrees with Licensee's obj ections, the City shall require the third party to modify its operations proposal in a manner determined, in the City's reasonable judgment, to reduce the interference adequately with respect to Licensee's operations. Licensee's failure to male any objection within the ten-day time frame provided above shall be deemed as consent by Licensee to the installation of antennae or transmission facilities pursuant to the third party's original proposal. Notwithstanding anything to the contrary in this Agreement, the City may allow, at any time, a governmental unit, office or agency to use or lease space on the Tower for antennae or other communications facilities without regard to potential or actual interference with Licensee's operations on the Premises; provided, however, that if the operations of such governmental unit, office or agency actually and materially interferes with Licensee's operations, Licensee may terminate this .Agreement upon thirty (30) calendar days' written notice to the City. In the event of such termination, the City shall refund to Licensee the Refund Amount. 11. RIGHTS AND RESERVATIONS OF THE CITY, IM,1 e This Agreement is not a franchise or permit for Licensee to use or cross the public rights-of-way within the City of Fort worth in the operation of its communications business. Licensee hereby covenants and agrees that it will not use or cross the public Water Tower CFLA between City of Fort worth and T Mobile US&Inc.(Eastwood Tower) Page 9 rights-of-way in the City of Fort worth unless it first notifies the City in writing and obtains all licenses, permits or franchises required by the City of all entities wishing to utilize the public rights-of-way in the same manner as Licensee. 11.2. The City may at any time tale whatever action it deems necessary, in its reasonable discretion., to repair, maintain., alter or improve the Premises or owned Premises. The City shall use best efforts to not interfere with the operation of Licensee's Antennae Facilities in connection therewith. However, if the City's action under this Section 11.2 does result in interference with the operation of Licensee's Antennae Facilities for thirty (30) continuous days, Licensee shall have the right to terminate this Agreement upon written notice to the City. In the event of such termination, the City shall refund to Licensee the refund Amount. 11.3. The City reserves the right to lease or allow use of other portions of the Tower or the owned Premises to third parties. 11.4. The City eserves the right to require Licensee to relocate Antennae Facilities on y q the Tower to another location on the Tower in the event the City desires to lease or allow use of such space on the Tower to a third party which is a governmental unit, office or agency. In such an event, the City shall require the third party lessee to reimburse Licensee's actual costs of relocation, and Licensee shall complete the relocation of its facilities within thirty (30) calendar days following receipt of written notice from the City. 11.5. During any war or national emergency, the City shall have the right to lease or allow use of any part of the owned Premises, including the Tower and the Premises, to the United States Government. In this event, any provisions of this instrument which are inconsistent with the provisions of the lease or use agreement with the Government shall be suspended. The City shall not be liable for any loss or damages alleged by Licensee as a result of this action. However, nothing in this Agreement shall prevent Licensee from pursuing any rights it may have for reimbursement from the United States Government. 12. INSURANCE, Licensee shall procure and maintain at all tunes, in full force and effect, a policy or policies of insurance to provide coverages as specified herein, naming the City as an additional insured and covering all public risks related to the leasing, use, occupancy, maintenance, existence or location of the Premises and Licensee's operations thereon: 12.1. lPrimaKy LiabilLq Insurance Cove�ra e e Commercial General Li.abili a $5,000,000 per occurrence, providing blanket contractual liability insurance for all written contracts; products and completed operations; independent Water Tower CFLA between.City of Fort worth. and T-.Mobile USA,Inc.(Eastwood Tower) Page 10 contractor's liability; and coverage for property damage from perils of explosion or collapse; e Environmental Imn a.irment LiabilLqo $1,000,000 per occurrence; e Automobile LiabilLq: $1,000,000 per accident, including, but not limited to, all vehicles, whether owned or hired, in use by Licensee, its employees and agents; 9 worker's Com ensationlEm 1® er's Liabili Worker's compensation coverage as required by law; and Employer's Liability at $100,000 per accident. 12.2. Pro a Insurance. Prior to the installation of the Antennae Facilities and related equipment and prior to the commencement of any modification, renovation, improvement or new construction, Licensee shall obtain builders all-risk insurance and an installation floater or equivalent property coverage covering cables, materials, machinery and supplies of any nature which are to be used in or incidental to the respective project. Upon completion of the installation of the Antennae Facilities, and any subsequent modification,, renovation, improvement or new construction, Licensee shall obtain and maintain fire, extended coverage and vandalism and malicious mischief insurance, all at full replacement cost limits, on the Antennae Facilities and the Premises. 12.3. Insurance Reguired of Licensee's Contractors, Licensee shall require that all contractors used to perform any of the requirements, obligations, services or other work hereunder provide insurance with coverages and limits that are reasonably satisfactory to the City. Prior to the commencement of work on the Premises by any contractor used by Licensee, Licensee shall deliver to the City a certificate of insurance evidencing the insurance coverage for such contractor. 12.4. General Reguirements. 12.4.1. The City, in the City's sole and reasonable discretion, reserves the right to revise insurance coverage requirements and limits at any time. Licensee agrees that within thirty (30) days following receipt of written notice from the City, Licensee will implement all revisions reasonably requested by the City. 12.4.2. Licensee's olio or policies of insurance shall be endorsed to cover all p y of Licensee's operations on the owned Premises and to provide that no Water Tower CFLA between City of Fart worth and Mobile USA,Inc.(Eastwood Tower) Page 1 material changes in coverage, including, but not limited to, cancellation, termination, non-renewal or am.endment, shall be made without thirty (3 0) days' prior written notice to the City. 12.4.3. Licensee shall maintain its insurance with underwriters authorized to do business in the State of Texas and who are reasonably acceptable to the City in terms of solvency and financial strength. Licensee shall furnish the City with certificates of insurance signed by the respective companies as proof that it has obtained the types and amounts of insurance coverage required herein. In addition, Licensee shall, on demand, provide the City with evidence that it has maintained such coverage in full force and effect. 12,4.4. Deductible or self-insured retention limits on any line of coverage required herein shall not exceed $25,000 in the annual aggregate unless the limit per occurrence, or per line of coverage, or aggregate is otherwise approved by the City in writing. 12.4.5. All insurance policies other than those for worker's compensation shall be written on an occurrence basis and not a claims made basis. 12.4,6. Nothing in this section shall be construed to limit or in any way affect Licensee's operation as an independent contractor as provided in Section 13 or Licensee's liability or obligation to indemnify the City as provided in Section 14. 13. INDEPENDENT CONTRACTOR, T'OR, It is expressly understood and agreed that Licensee shall operate as an independent contractor as to all rights and privileges granted herein, and not as an agent, representative or employee of the City. Licensee shall have the exclusive right to control the details of its operations and activities on the Premises and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, patrons, and licensees. Licensee acknowledges that the doctrine of respondent superior shall not apply as between the City and Licensee, its officers, agents, employees, contractors and subcontractors. Nothing in this Agreement shall be construed as the creation of a partnership or joint enterprise between the City and Licensee. 14. INDEMNIFICATION, LICENSE HEREBY ASSUMES ALL EMBILITY AND RESPONSIBRIT'Y FOUR ANY IL4.H OR CLAM FOR WHICH RECO VERY OF DAMAGES MA Y BE SOUGHT AGE 17VCLUDJ7VG OT LLVITED TO, PROPERTY LOSS PROPERTY DAM BUT N ANDIOR PERSONAL VVJU R Y Off'.�I'''�'I�D, J7VCL D17VG DEA 771 f��'.�I�Y���2� �� Water Tower CFLA between City of Fort Worth. and T Mobile USA,Inc.(Eastwood Tower) Page 12 1 CH4RACTER, WE--- IER REAL OR S'►�ER TT..�D, .ARISJ7VG OUT OF OR VV CONNECTION SIT` ITS USE OF THE O WED PREMISES U"ER THIS AGREEMENT OR WITS USE, I".�NANC E, OR OCCUPANCY OF THE OWNED PREM1SES OR ANY IMNPRO VEMENTS 7MME N, VVCL UDVVG, BUT NOT LVWTED TO, THE TOWER EXCEPT TO 7.E EXTENT CAUSED BY 7.E GROSS NEGLIGENCE OR VVI NT�.ION.AL MISCONDUCT OF TBE CITY ITS EMPLCIYEES, AGENTS, OR CONTRACTORS(OTHER TH NL.ICENS'EE) R LICENSEE HEREBY.A.C.MES TO.DEFEND, .L VDEA NIFY, HOLD H L,S`,S' AND .DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL ACTIONS CLAWS OR LAWSUITS OF ANY KIND, VVCI.UDVVG, BUT NOT LIAHTED TO, PROPERTY DAMAGE O LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO LICENSEE'S . USVVESS AND ANY RES L,TTNC LOST PROFITS) .ANDIOR PERSONAL EVJURY, V VCL UDVVG DEATH, TO ANY AND ALL PERSONS, OF ANY K1N0 OR CZ]ARACT ER, WHETHER REAL OR ASSERTED, AR1SJ7V G OUT OF OR IN COMVECTTON 711 LICENSEE'S USE MAINTENANCE OR OCCUPANCY, OF 7HE ORN..�D PREMISES OR ANY IM PRO VEMENTS THEREON INCL ODVVC, BUT NOT LIMI TED TO, THE TOWER, EXCEPT TO EXTENT CAUSED BY THE GROSS NEGLIGENCE O. INTENTIONAL MISCONDUCT OF THE CITY ITS EMPLOYEES, AGENTS, OR CONT Re4CT'ORS. LICENSEE ASSUMES ALL RESPONSIBILITY T"AAND AGREES TO PA Y 7WE CITY FOR ANY AND ALL VVJUR Y OR.DAMAGE TO THE OWNED PREMISES,ISES, VNCLUDJ7VC THE T'O OER AND OTHER PORTIONS OF 7TIE PREMISES, WHICH ARISE� OUT OF OR IN CONVECTION ION Y AND ALL.A CTS OR OMISSIONS OF LICENSEE, ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS 4CT'ORS; SUBCONTRACTORS OR LICENSEES, EXCEPT TO THE EXTENT CAUSED BY 771E GROSS NEGLIGENCE IG.a NCE O R INTENTIONAL ION L MI► 'CONK UCT O. " 771E Cl TY, ITS EMPLOYEES, A GENTS OR CONTRACTORS. 15. TERMINATION, In addition to termination rights contained elsewhere in this Agreement, this Agreement may be terminated as follows: 15.1. B3:Either P� The City or Licensee may terminate this Agreement for any reason, to be effective on the September 30th expiration of the Fiscal Period then in effect, by provision to the other party of at least thirty(30) calendar days' advance written notice. Water Tower CFLA between City of Fort worth and T Mobie UsA,Inc.(Eastwood Tower) Page 13 ......................... .... 15.2. Failure bI Licensee to Pa License Fees or other Char es8 If Licensee fails to pay any License Fees or other charges due under this Agreement, the City shall deliver to Licensee a written invoice and notice to pay the invoice within ten (10) calendar days. If Licensee fails to pay the balance outstanding within such time, the City shall have the right to terminate this Agreement immediately. 153. Safe Issues, If the City determines, in its sole and reasonable discretion, that the Tower is structurally unsound or otherwise not structurally suitable for Licensees operations, taking into account all factors relating to the condition of the Tower, including, but not limited to, age, wear and tear or damage, or if the City determines, in its sole and reasonable discretion, that Licensee's continued use of the Tower constitutes a threat to the public health, safety or welfare, the City may terminate this Agreement immediately upon written notice to Licensee and take any reasonable action, including, but not limited to, removal of the Antennae Facilities. 15.4. Technical Difficulti against the City, its agents, servants, employees or representatives which may stem from the City's lawful termination of this Agreement or, in accordance with its terms, any act incident to the City's assertion of its rights under this Agreement. 16, CONDEMNATION, In the event that the Tower is taken by eminent domain, this Agreement shall terminate as of the date title vests in the condemning authority. In the event that any other portion of the Premises is taken by eminent domain, either party may terminate this Agreement as of the date title vests in the condemning authority by giving the other party thirty (30) days' prior written notice. If the Tower or any other portion of the Premises are taken by eminent domain, the City shall receive the full amount of any reward paid for the taking and the full amount of all damages, whether awarded as compensation for diminution in value of Licensee's interest in the Premises or to the fee of the Premises. Licensee shall not be entitled to any portion of such reward or damages and hereby waives any claim to any portion of such reward or damages. 17. ASSIGNMENT. Licensee may assign this Agreement to any person or entity controlling, controlled by or under common control with Licensee or to any person or entity that, after first receiving the necessary PGG licenses, acquires Licensee's radio communications business or assets, provided that (i) Licensee gives the City written notice of such an assignment and (ii) the assignee enters into a written agreement with the City, signed by both the assignee and the City, in which the assignee covenants and agrees to comply with all provisions and conditions of this Agreement and to be bound fully by this Agreement the same as if it had originally executed this Agreement. Otherwise,, Licensee may not assign, transfer, sell, lease or otherwise convey all or any portion of its rights and obligations under this Agreement unless (i) the City provides advance written consent and (ii) the assignee or transferee enters into a written agreement with the City, signed by both the assignee or transferee and the City, in which the assignee or transferee covenants and agrees to comply with all provisions and conditions of this Agreement and to be bound fully by this Agreement the same as if it had originally executed this Agreement. 18, LILENS BY LICENSEE. Licensee acknowledges that it has no authority to engage in any act or to make any contract which may create or be the foundation for any lien upon the property or interest in the property of the City. If any such purported lien is created or filed, Licensee, at its sole cost and expense, shall liquidate and discharge the same within thirty(30) days of such creation or filing. Licensee's failure to discharge any such purported lien shall constitute a breach of this Agreement and the City may terminate this Agreement immediately. However, Licensee's financial obligation to the City to liquidate and,discharge such lien shall continue in effect following termination of this Agreement and until such a time as the lien is discharged. Water Tower CFLA between City of Fort Worth and T Mobile USA,Inc.(Eastwood Tower) Page 15 19. TAXES AND ASSESSMIENTSO Licensee agrees to pay any and all federal, state or local taxes or assessments which may lawfully be levied against Licensee, including, but not limited to, those assessed due to (i) Licensee's occupancy of the Premises; (ii) Licensee's use of the Premises; or (iii) any improvements or property placed on the Premises by Licensee. 20. COWLUTCE w ffll LAWS,ORDINANCES RULES AND REGUI,ATIONS. Licensee agrees to with all federal, state and local laws, and all ordinances, rules �` comply p Y and regulations of the City with respect to the use of the Premises and the operation of the Antennae Facilities. If the City notifies Licensee of any violation of such laws, ordinances, rules or regulations, Licensee shall immediately desist from and correct the violation. Licensee covenants and agrees that it shall not engage in any unlawful use of the Premises. Licensee further agrees that it shall not knowingly permit its officers, agents, and employees to engage in any unlawful use of the Premises. Knowingly unlawful use of the Premises by Licensee shall constitute a breach of this Agreement and grounds for immediate termination by the City. 21, NON-DISCRDUNATION COVENANT. Licensee, for itself, its personal representatives, successors in interest and assigns, as part of the consideration herein, agrees as a covenant running with the land that no person shall be excluded from participation in or denied the benefits of Licensee's use of the Premises on the basis of race, color, national origin, religion, handicap, sex, sexual orientation or familial status. Licensee further agrees for itself, its personal representatives, successors in interest and assigns that no person shall be excluded from the provision of any services on or in the construction of any improvements or alterations to the Premises on grounds of race, color, national origin, religion, handicap, sex, sexual orientation or familial status. If any claim arises from an alleged violation of this non-discrimination covenant by Licensee, its personal representatives, successors in interest or assigns, Licensee agrees to indemnify the City and hold the City harmless. 22., LICENSES AND PERNMS. Licensee shall its sole expense, obtain and keep in effect all licenses and permits s p necessary r the installation or operation of its Antennae Facilities, Equipment Shelter, power, �'Y p any necessary utilities and other business concerns on the Premises. Subject to the City's reasonable attorney and administrative fees, the City shall cooperate reasonably with Licensee in Licensee's efforts to obtain any federal, state or local licenses and permits required or F substantially required by Licensee's use of the Premises. 1 i Water Tower CFLA between City of Fort word and T Mvbale USA,Inc.(Eastwood Tower) Page 16 23, NOTICES, Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (i) hand-delivered to the other party, its agents, employees, servants or representatives, (ii) delivered by facsimile with electronic confirmation of the transmission, provided a copy of same is also sent by United States Mail or (iii) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To the CITY: To LICENSEE. City of Fort worth T-Mobile USA, Inc. Attn: Director water Dept. Attn- PCS Lease Administrator 1000 Throckmorton 12920 SE 3 e Street Fort worth Tx 76102 Bellevue, WA 95006 With a copy to: Attn: Legal Department with a copy to: City of Fort worth voiceStrearn GSM I operating Company, LLC Attn: Law Dept., Telecommunications 11830 Webb Chapel Road, Suite 5000 1000 Throck morton Dallas, Tx 75234 Fort worth Tx 76102 Attn: Lease Administration Manager 24. ACCEPTANCE OF PRE11 SES. Licensee acknowledges that it has inspected the Premises and owned Premises and is fully advised of its own rights without reliance upon any representation made by the City concerning the condition of the Premises or owned Premises. Licensee hereby accepts the Premises in the condition existing as of the Effective Date of this Agreement. 25. GOVERNMENTAL PONU S. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 26. No WAIVER. The failure of the City or Licensee to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Licensee's right to insist upon appropriate performance or to assert any such right on any future occasion. Water Tower CFLA between City of Fort Worth and T Mobile USA,Inc.(Eastwood Tower) Page 17 27e VENUE, Should any action, whether real or asserted, at law or in equity, arise out of the terms of this Agreement or by Licensee's operations on the Premises or owned Premises, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. 28. ATE ORNEYS° :SEES* In the event there should be a default under any provision of this Agreement and either party should retain attorneys or incur other expenses for the collection of License Fees or other charges, or the enforcement of performance or observance of any covenant, obligation or agreement, the parties agree that the reasonable attorneys' fees and other reasonable expenses so incurred shall be paid to the prevailing party by the other party. 29, SEVERABILLITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or unpaired. 30. FORCE MAR a The City and Licensee shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force rnaj eure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of omission, fires, strifes, lockouts, national disasters, gars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 31, HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. Water Tower CFL.A between City of Fort worth and T Mobile USA,Inc.(Eastwood Tower) Pagge 18 32. ENT11RETY OF AGREE WNTv This Agreement contains the entire understanding and agreement between the City and Licensee, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. This Agreement shall not be amended unless agreed to in writing by both parties and approved by the City Council. IN'WITNESS W REOF2 the parties hereto have executed this Agreement in multiples this da y of �" , 2004. CITY OF FORT WORTH: VoiceStream GSM I operating Co any,LLC a Delaware Limits iab' y C pany By: By: Marc tt Cody Sanford , Assistant City Manager Director of Engineering;and Operations ATTEST: ATTEST: r � By: By: 6"'rz'. City ecretary APPROVED AS TO FORM AND LEGALITY: Assistant City Atto y M& C: C-19933 1-13-04 Water Tower CFLA between City of Fort Worth and T Mobile USA,Inc.(Eastwood Tower) Page 19 t STATE OF Texas § COSY OF § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Cody Samford, known to one to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that the that he executed the same as the act of VoiceStrearn GSM I Operating Company, LL.C, a Delaware Limited Liability Company, for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER W HAND AND SEAL OF OFFICE this day o �- 2004. ��Y A(j -0. "'`� Kimberly L Dixsvn My commission Expires Notary P61ic in an for the State of - cS OF May 14,20()5 STATE OF TEXAS § COUNTY OF TARRANT § BEFORE III., the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Marc Ott, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the City of Fort Worth and that he executed the same as the act of the City of Fort worth for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER.W EL4ND AND SEAL.OF OFFICE this day of 2004. r rz"17 N� Not Public in and for the State of Texas MY COMMISSION EXPIRE& � July 2s,2007'. EXHIBIT 44A75 CONSTRUCTION DRAGS ............................................. 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Ck U. ❑ Q �! 200 F t.0 P 7- P 10 El: RTI I lTffTi I 1� *1 U.Q! m 1111111111.1.11 - it- 8 in 2u� —1001 2 llu a. R 12 hi tu cl lu z < co 1%3 M 4—:1) 0 flu I�Oj r z - I 5, el IL 0 8 M H Z tn j — tu ", lu UDJ in XJ181 01313 r In o� w !D H any 8 u u cL N ri 0 City of Fort Worth, Texas mayor and . o Council unication . . ............................ COUNCIL ACTION: Approved on 1/13/2004 DATE: Tuesday, January 13, 2004 LOO NAME: 60TMOBILE REFERENCE NO.: **C-19933 SUBJECT: License Agreement with. T N ob [e for Space on City Water Tower RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute a license agreement with T- Mobile for installation and operation of personal Communications systems equipment on the Eastwood Water Tower. DISCUSSION: T-Mobile has requested the authority to install personal communications systems (PCS) on the Eastwood Water Tower. This existing structure is owned and maintained by the City. Any modifications required to the tower as a result of installation of the PCS equipment will be at the sole expense of T-Mobile. The license agreement will have an initial terra of five years, with an opportunity for T-Mobile to renew the agreement for two Consecutive terms of five years each. Under the terms of the agreement, T--Mobile will snake annual payments of$27,012 for the first antenna, and $2,701 per year for each subsequent antenna on the same facility, with the total fee increasing by 3% each October 1. The license fee during a renewal terra shall follow the same schedule unless changed by the City, which will have the right to request a different license fee at that time. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies..that,the water Department will be responsible for the collection of revenue associated with this agreement. TO Fund/AccountlCenters FROM Fund/Account/Centers PE45 493472 0601000 0.fl0 Submitted for Clt Mann g ei's Office b : Marc Oft (8476) . Originating Department Head: Dale Fisseler(8207) Additional Information Contact: Dale Fisseler(8207) Lognam,e: 60TMOBILE Pacie I of I